EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT is entered into as of this 28th day of October,
1998 by and among Accident Prevention Plus, Inc., a Nevada corporation ("APP")
and Xxxxxxx Xxxxxxxx ("Xxxxxxxx"), Xxxxxx Xxxxxxx (`Xxxxxxx"), Xxxx Xxxx Xxxxxx
(`Xxxxxx"), Darien Partners Investments, Inc. (`Darien"), World Asset
Management, Inc. ("WAM"), Atlantic Financial Management, Inc. ("Atlantic"),
Avignon Trading, Inc. ("Avignon"), Xxxxx Xxxxxxxx Monroe Xxxxx Xxxxxxxx"),
Bristol Consulting ("Bristol"), Xxxxx Xxxxx ("Xxxxx"), and Xxxxxxx Xxxxxx
("Xxxxxx"), each who held either an equity membership interest or a right to
acquire an equity membership interest in Accident Prevention Plus, LLC, a New
York limited liability company ("APP LLC").
RECITALS
WHEREAS, Xxxxxxxx, Xxxxxxx and Xxxxxx were the founders and initial
members of APP LLC, and had executed an Operating Agreement dated December 30,
1995 and an Amendment to the Operating Agreement dated March 26, 1997 (the
"Operating Agreement") reflecting certain percentages of ownership interests in
APP LLC;
WHEREAS, pursuant to the terms of the Operating Agreement, percentage
ownership interests were set forth of 51%, 25% and 24% for Xxxxxxxx, Xxxxxxx and
Xxxxxx, respectively, of APP LLC;
WHEREAS, APP LLC and Darien entered into an Independent Contractor's
Installation and Service Agreement dated April 11, 1997 and amended April 23,
1997 whereby Darien agreed to perform certain consulting services and APP LLC
agreed to xxxxx Xxxxxx the right to purchase a 4,9% equity membership interest
in APP LLC for $2,500.00;
WHEREAS, APP LLC and WAM entered into an Independent Contractor's
Installation and Service Agreement dated May 8, 1997 and amended May 20, 1997
whereby WAM agreed to perform certain consulting services and APP LLC agreed to
grant WAM the right to purchase a 4.9% equity membership interest in APP LLC for
$2,500.00;
WHEREAS, APP LLC and Atlantic entered into an Independent Contractor's
Installation and Service Agreement dated May 16, 1997 and amended May 28, 1997
whereby Atlantic agreed to perform certain consulting services and APP LLC
agreed to grant Atlantic the right to purchase a 4.9% equity membership interest
in APP LLC for $2,500.00;
WHEREAS, APP LLC and Avignon entered into an Independent Contractor's
Installation and Service Agreement dated June 4, 1997 and amended June 25, 1997
whereby Avignon agreed to perform certain consulting services and APP LLC agreed
to grant Atlantic the right to purchase a 4.9% equity membership interest in APP
LLC for $2,500.00;
WHEREAS, APP LLC and Bristol entered into a consulting agreement dated
July 30, 1998 whereby Bristol agreed to perform certain services and APP LLC
agreed to grant Bristol the right to 5% of the shares of common stock to be
issued upon formation of a new corporation;
WHEREAS, APP LLC and Royce entered into a consulting agreement dated
July 30, 1998 whereby Royce agreed to perform certain services and APP LLC
agreed to xxxxx Xxxxx the right to 10% of the shares of common stock to be
issued upon formation of a new corporation;
WHEREAS, Accident Prevention Plus, Inc., a New York corporation ("APP
NY") and Xxxxx had entered into a consulting agreement dated June 5, 1995 and
amended November 26, 1996 in which APP NY agreed to pay Xxxxx five percent (5%)
of the profits generated by APP LLC effective November 26, 1996;
WHEREAS, APP NY and Xxxxxx had entered into a consulting agreement
dated November 13, 1995 and amended November 26, 1996 in which APP NY agreed to
pay Xxxxxx five percent (5%) of the profits generated by APP LLC effective
November 26, 1996;
WHEREAS, on October 28, 1998, Accident Prevention Plus, Inc. ("APP")
was formed under the laws of the state of Nevada, and the parties hereto agreed
to exchange either their equity membership interest or right to acquire an
equity membership interest in APP LLC for shares of restricted common stock of
APP based on their respective proportionate interests;
WHEREAS, the parties desire to memoralize the terms and provisions of
such exchange in this Exchange Agreement and to confirm and set forth their
respective proportionate equity interest in APP as of October 28, 1998
NOW THEREFORE, for and in consideration of the covenants and promises
set forth below, the parties agree as follows:
1. Exchange. (a) Xxxxxxxx agrees to transfer his entire equity
membership interest in APP LLC for 2,936,640 shares of restricted common stock
of APP at $0.00 I per share for an aggregate value of approximately $2,937.00,
constituting approximately a 28.4% interest as of October 28, 1998, and to
relinquish all rights and duties as a member in APP LLC.
(b) Xxxxxxx agrees to transfer his entire equity membership
interest in APP LLC for 2,360,960 shares of restricted common stock of APP at
$0.001 per share for an aggregate value of approximately $2,361.00, constituting
approximately a 13.9% interest as of October 28, 1998, and to relinquish all
rights and duties as a member in APP LLC.
(c) Daveau agrees to transfer his entire equity membership
interest in APP LLC for 1,049,680 shares of restricted common stock of APP at
$0. 001 per share for an aggregate value of approximately $1,050.00,
constituting approximately a 13.3% interest as of October 28, 1998, and to
relinquish all rights and duties as a member in APP LLC.
(d) Darien agrees to transfer its rights to an equity
membership interest in APP LLC for 795,000 shares of restricted common stock of
APP at $0.001 per share for an aggregate value of approximately $795.00,
constituting approximately a 4.9% interest as of October 28, 1998.
(e) WAM agrees to transfer its rights to an equity membership
interest in APP LLC for 795,000 shares of restricted common stock of APP at
$0.001 per share for an aggregate value of approximately $795.00, constituting
approximately a 4.9% interest as of October 28, 1998.
(f) Atlantic agrees to transfer its rights to an equity
membership interest in APP LLC for 790,000 shares of restricted common stock of
APP at $0.001 per share for an aggregate value of approximately $790.00,
constituting approximately a 4.9% interest as of October 28, 1998.
(g) Avignon agrees to transfer its rights to an equity
membership interest in APP LLC for 800,000 shares of restricted common stock of
APP at $0.001 per share for an aggregate value of approximately $800.00,
constituting approximately a 4.9% interest as of October 28, 1998.
(h) Xxxxx agrees to transfer his rights to an equity membership
interest in APP LLC for 820,000 shares of restricted common stock of APP at $0.
001 per share for an aggregate value of approximately $820.00, constituting
approximately a 4.9% interest as of October 28, 1998.
(i) Xxxxxx agrees to transfer his rights to an equity membership
interest in APP LLC for 805,000 shares of restricted common stock of APP at
$0.00 I per share for an aggregate value of approximately $805.00, constituting
approximately a 4.9% interest as of October 28, 1998.
(j) Bristol agrees to transfer its rights to an equity membership
interest in APP LLC for 837,414 shares of restricted common stock of APP at
$0.001 per share for an aggregate value of approximately $837.00, constituting
approximately a 5% interest as of October 28, 1998.
(k) Royce agrees to transfer its rights to an equity membership
interest in APP LLC for 2,006,276 shares of restricted common stock of APP at
$0.00 I per share for an aggregate value of approximately $2,006.00,
constituting approximately a 10% interest as of October 28, 1998.
2. Representations and Warranties. Goodhart, Wahrman, Daveau, Darien,
WAM, Atlantic, Avignon, Xxxxx, Xxxxxx, Bristol and Royce represent and warrant
to APP as follows:
(a) That either their respective equity ownership interest or
right to ownership interest in APP LLC is free and clear of all security
interests, liens, encumbrances, restrictions or any other burdens.
(b) That (i) complete and full opportunity and access to the
financial statements and other relevant books and records or information
concerning APP has been given, (ii) when requested and as deemed necessary for
the purposes of entering into this Exchange Agreement, such financial and other
information regarding APP has been given, and (iii) no reliance has been made on
statements or representations of any other persons associated with APP or any
director, officer, employee or agent of APP concerning the business or prospects
of APP in connection with execution of this Exchange Agreement.
(c) That the transfer of such interests pursuant to the
Exchange Agreement is at arms-length and for fair and adequate consideration.
3. Represents and Warranties of APP. APP represents and warrants as
follows:
(a) It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada.
(b) The issuances of stock to the parties as described herein and
the execution of this Exchange Agreement has been duly and validly authorized by
the board of directors of APP.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the dates indicated below to be effective as of the date first above written.
ACCIDENT PREVENTION PLUS, INC.,
A Nevada Corporation
Date:1/10/2000 By /s/ Xxxxxx X. Xxxxxxx
------------------------
President
Date:1/10/2000 /s/ Xxxxxxx Xxxxxxxx
------------------------
Xxxxxxx Xxxxxxxx
Date:1/10/2000 /s/ Xxxxxx Xxxxxxx
------------------------
Xxxxxx Xxxxxxx
Date:1/10/2000 /s/ Xxxx Xxxx Xxxxxx
------------------------
Xxxx Xxxx Xxxxxx
Darien Partners Investments, Inc.
Date:1/14/2000 By:__________________________
World Asset Management, Inc.
Date:1/13/2000 By:__________________________
Atlantic Financial Management, Inc.
Date:1/13/2000 By:__________________________
Avignon Trading, Inc.
Date:1/13/2000 By:__________________________
Date:_________ ________________________
Xxxxx Xxxxx
Date:_________ ________________________
Xxxxxxx Xxxxxx
Bristol Consulting, Ltd.
Date:_________ By: ________________________
Xxxxx Xxxxxxxx & Monroe, Inc.
Date:_________ By: ________________________
